Title 17, Title 17 — Corporations, Partnerships And Associations

Conduct of the meeting. (a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall de…

Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical or numerical list of the identities of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group,…

Voting entitlement of shares. (a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. …

Proxies. (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission sh…

Shares held by nominees. (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) Th…

Corporation's acceptance of votes. (a) If the name or network signature signed on a vote, consent, waiver, or proxy appointment corresponds to the name or data address of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or pr…

Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this act provide otherwis…

Action by single and multiple voting groups. (a) If the articles of incorporation or this act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in W.S. 17-16-725. (b) If the articles of incorpo…

Changing quorum or voting requirements. (a) The articles of incorporation may provide for a greater or lesser quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this act. (b) An amendment to the articles of incorporation that …

Voting for directors; cumulative voting. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a…

Inspectors of election. (a) A public corporation shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to exec…

Voting trusts. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferrin…

Voting agreements. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of W.S. 17-16-730. (b) A voting agreement c…

Shareholder agreements. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one (1) or more other provisions of this act in that it: (i) Eliminates the…

Subarticle definitions. (a) As used in this subarticle: (i) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in W.S. 17-16-747, in the right of a foreign corporation; (ii) "Shareholder" includes a beneficial owner whose …

Standing. (a) A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (i) Was a shareholder of the corporation at the time of the act or omission complained of, or became a shareholder through transfer by operation of law from one who was a shar…

Demand. (a) No shareholder may commence a derivative proceeding until: (i) A written demand has been made upon the corporation to take suitable action; and (ii) Ninety (90) days have expired from the date the demand was made unless the shareholder has earlier been notified that t…

Stay of proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

Dismissal. (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based …

Discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shar…

E. Proceeding to Appoint Custodian or Receiver

Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by this subarticle shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for W.S. 17-16-743, 17-16-745 and

Shareholder action to appoint custodian or receiver. (a) The district court may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that: (i) The …

(e) A committee may not, unless specifically authorized by the board of directors: (i) Authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors; (ii) Approve or propose to shareholders action that this act …

Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

Number and election of directors. (a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time b…

Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of sh…

Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with W.S. 17-16-8…

Staggered terms for directors. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be …

Resignation of directors. (a) A director may resign at any time by written notice or by electronic transmission delivered to the board of directors, its chairman, or to the corporation. (b) A resignation is effective when the resignation is delivered unless the resignation specif…

Removal of directors by shareholders. (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only th…

Removal of directors by judicial proceeding. (a) The district court of the county where a corporation's principal office, or if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right …

Vacancy on board. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (i) The shareholders may fill the vacancy; (ii) The board of directors may fill th…

Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. B. Meetings and Action of the Board

Meetings. (a) The board of directors may hold regular or special meetings within or outside of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting b…

Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the boar…

Notice of meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a long…

Waiver of notice. (a) A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the directo…

Quorum and voting. (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this act, a quorum of a board of directors consists of: (i) A majority of the fixed number of directors if the corporation has a fixed board…

Committees. (a) Unless this act, the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint one (1) or more members of the board of directors to serve on any committee. (b) The creation of a committee and appo…

(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to: (i) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (ii) Recoupment from each share…

Standards of liability for directors. (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action including abstaining from voting after full disclosure, as a director, unless the part…

Director's liability for unlawful distributions. (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to W.S. 17-16-640 or 17-16-1409(a) is personally liable to the corporation for the amount of the distribution that exce…

Required officers. (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) …

Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to pre…

Standards of conduct for officers. (a) An officer when performing in such capacity, has the duty to act: (i) In good faith; (ii) With the care that a person in a like position would reasonably exercise under similar circumstances; and (iii) In a manner the officer reasonably beli…